03 0 DraftContract (REV0)

PROJECT MANAGEMENT CONSULTANTBIDDER COVIETNAM OIL AND GAS GROUP PETROVIETNAM GAS CORPORATION
PVGASPVGAS PMC
CONTRACRT No. /20092011/PVGASPVGAS PMC/DAK1MMTPAFEED-ITB-001KCM/LPG-DQ/D4CMP-CA DATED ______________
Draft of
CONTRACT
FOR THE
FRONT-END ENGINEERING DESIGN & COST ESTIMATION SERVICES (FEED PACKAGE) SERVICES FOR LNG IMPORING PROJECT OF ONE MILLION METRIC TONNAGES PER ANNUALFAST TRACK LNG TERMINAL PROJECT (LNG 1MMTPA PROJECT)
CERTIFICATION SERVICES FOR DUNG QUAT LPG STORAGE AND TRUCK LOADING STATIONLPG (LIQUID PETROLEUM GAS) REFRIGERATED STORAGE PROJECT
BETWEEN PETROVIETNAM GAS PROJECT MANAGEMENT BIDDER COMPANYCORPORATION
DUNG QUAT LPG STORAGE AND TRUCK LOADING STATION PROJECT
CERTIFICATION SERVICES
AND
VIETNAM - 20112009
Part C Draft of Contract Page 2 of 34
TABLE OF CONTENTS
ARTICLE 1: CONTRACT DOCUMENTS.....................................................................6 ARTICLE 2: DEFINITIONS AND INTERPRETATION..................................................6 ARTICLE 3: OBLIGATION OF THE PARTIES...........................................................10 ARTICLE 4: EFFECTIVE DATE AND COMPLETION OF CONTRACTCERTIFICATION SERVICES....................................16 ARTICLE 5: PERSONNEL..........................................................................................17 ARTICLE 6: CONTRACT PRICE................................................................................18 ARTICLE 7: ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES......................................18 ARTICLE 8: PAYMENT CONDITIONS.......................................................................19 ARTICLE 9: LIABILITY AND INDEMNITY..................................................................24 ARTICLE 10: INSURANCE........................................................................................26 ARTICLE 11: DELIVERY OF DOCUMENTS............................................................26 ARTICLE 12: FORCE MAJEURE..............................................................................27 ARTICLE 13: SUSPENSION OR TERMINATION OF THE CONTRACT.................28 ARTICLE 14: LIQUIDATED DAMAGES....................................................................29 ARTICLE 15: INTERRELATIONSHIP AMONG COMPANY, EPCI CONTRACTOR AND CERTIFYING AGENT............................................................30 ARTICLE 16: CONFIDENTIALITY.............................................................................31 ARTICLE 17: COMMUNICATIONS AND NOTICES.................................................32 ARTICLE 18: ARBITRATION...................................................................................33 ARTICLE 19: GENERAL PROVISIONS....................................................................33
CERTIFICATION SERVICE FOR DUNG QUAT LPG STORAGE AND TRUCK LOADING STATIONFOR LPG REFRIGERATED STORAGE FEED LNG 1MMTPA PROJECTFAST TRACK LNG TERMINAL FEED AND COST ESTIMATION SERVICES
TABLE OF APPENDICES APPENDIX 1 - SCOPE OF FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES APPENDIX 2 - WORKING SCHEDULE APPENDIX 3 PRICE BREAKDOWN APPENDIX 4 MINUTES OF CONTRACT NEGOTIATION MEETING APPENDIX 5 CERTIFYING AGENTS BIDDERS PERSONNEL APPENDIX 6 PROPOSAL APPENDIX 7 - INVITATION TO BID DOCUMENTS APPENDIX 8 - SPECIMEN OF ACCEPTANCE PROTOCOL APPENDIX 9 SPECIMEN OF CERTIFICATE OF COMPLETION OF SERVICES
PREAMBLE This Contract is concluded on ____________, 201109 by and between:
1.
PETROVIETNAM GAS PROJECT MANAGEMENT BIDDER COMPANYCORPORATION Legally existing under the Laws of Vietnam, PVGASPVGAS PMC TOWER, No.673 - Nguyen Huu Tho street, Nha Be district, Ho Chi Minh City,, S.R. Vietnam having its head office at
Scetpa Building, 19A Cong Hoa St., Tan Binh Dist., Ho Chi Minh City, Socialist Republic of Vietnam (hereinafter called PVGASPVGAS PMC PMCCOMPANY of the one part). And
2. <NAME OF BIDDERCERTIFICATION> Legally existing under the

Laws of <Country of BIDDERCERTIFICATION>, having its office at <Address of CERTIFICATIONBIDDER> (hereinafter called CERTIFYING AGENTBIDDER of the other part). COMPANY PVGASPVGAS PMC PMC and CERTIFYING AGENTBIDDER are mutually and individually referred to as Parties and Party respectively. WHEREAS, the PVGASPVGAS PMCCOMPANY PMC is desirous that certain WORKS should be performed in connection with the Front-End Engineering Design and Cost Estimation Services (Feed Package) SERVICES For LNG IMPORING PROJECT OF ONE MILLION METRIC TONNAGES PER ANNUALFast Track LNG Terminal Project; (LNG
1MMTPA PROJECT)
Certification Services for Dung Quat LPG Storage and Truck Loading Station Project, and
WHEREAS the CERTIFYING AGENTBIDDER has agreed to execute and complete such WORKS upon the terms hereinafter set forth. Now therefore, in consideration of the mutual covenants, it is hereby agreed by and between the Parties hereto as follows:
ARTICLE 1:
CONTRACT DOCUMENTS
1.1 The following documents shall form and be read and construed as
integral parts of this Contract, namely: a. The Terms and Conditions of Contract (Article I to Article 19). b. The Appendices, namely: Appendix 1 - Scope of Certification ServicesWork Appendix 2 - Working Schedule Appendix 23 - Price Breakdown Appendix 34 - Minute of Negotiation Meeting Appendix 5 - Certifying Agents Personnel Appendix 46 - Bidders Proposal Appendix 57 - Invitation To Bid Documents Appendix 68 - Specimen of Acceptance Protocol Appendix 79 - Specimen of Certificate of completion of Services
1.2 In the event of any conflict between the Terms and Conditions of this
Contract and its Appendices, the Terms and Conditions of the Contract will prevail. In the event of any conflict among the Appendices, the Appendices of the smaller order number shall prevail.
1.3 This Contract sets forth the full and complete understanding of the
parties as of the date first above stated and it supersedes any and all oral or written agreement and representations made or dated prior hereto.
ARTICLE 2:
DEFINITIONS AND INTERPRETATION
In this Contract the following words and expressions shall have the meaning hereby assigned to them, except where the context otherwise requires: 1. ACCEPTANCE PROTOCOL Means the protocol duly signed by CERTIFYING AGENTBIDDER and PVGASPVGAS PMCCOMPANY PMC certifying that CERTIFYING AGENTBIDDER has satisfactorily performed part/parts of FRONT-END ENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES under the CONTRACT
2.
FRONT-END ENGINEERING DESIGN SERVICESWORK /WORKSCERTIFI CATION SERVICES ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICESSERVI CECERTIFICATIO N SERVICES
Means the services to be provided and carried out by BIDDERCERTIFYING AGENT with the details as stated in Appendix 1 Scope of FRONT-END ENGINEERING DESIGN SERVICESwork (including the additional work which was defined)Certification Services. Means the FRONT-END ENGINEERING DESIGN SERVICESwork CERTIFICATION SERVICES outside the Scope of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICESwork as stipulated in the (Appendix 1 attached hereto Scope of FRONT-END ENGINEERING DESIGN SERVICESCertification services), which provided and carried out by CERTIFYING AGENTBIDDER as additionally requested by PVGASPVGAS PMCCOMPANY PMC during the execution of this CONTRACT. means the Certificate duly signed by BIDDERCERTIFYING AGENT and PVGASPVGAS PMCCOMPANY PMC certifying that all FRONTEND ENGINEERING DESIGN SERVICESCERTIFICATION SERVICESthe WORK under the CONTRACT have been satisfactorily performed by CERTIFYING AGENTBIDDER. means certificate issued by CERTIFYING AGENT certifying that the ITEMIZED FACILITIES or whole PROJECT were designed, fabricated, constructed, installed, precommissioned and commissioned in compliance with all statutory requirements and is fit-for-purpose in accordance with Scope of Certification Services of the CONTRACT. means the person who is appointed from time to time by the COMPANYPVGASPVGAS PMC PMC. means the Terms and Conditions of this Contract, its Appendices together with all documents referred hereto.means the point of time when FRONT-END ENGINEERING DESIGN services CERTIFICATION SERVICES described in Appendix 1 of this Contract is fulfilled and the FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATE OF COMPLETION OF SERVICES is signed by PARTIES.
3.
4.
CERTIFICATE OF COMPLETION OF SERVICES
5.
CERTIFICATE OF SAFE OPERATION
6.
COMPANY' S REPRESENTATIV E CONTRACT OR THIS CONTRACTCOM PLETION OF FRONT-END ENGINEERING DESIGN SERVICESCERTI FICATION SERVICES
7.
8.
DAY or DAYSCONTRACT OR THIS CONTRACT
means calendar day unless otherwise specified.means the Terms and Conditions of this FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICE Contract, its Appendices together with all documents referred hereto.
9.
DOCUMENTATIO mean documents which shall be issued by N OR BIDDER.means calendar day unless DOCUMENTSDA otherwise specified. Y or DAYS Mean all drawings, calculations, specifications, procedures and technical information of a like nature provided by PVGAS PMC PMC to BIDDER under the CONTRACT and all drawings, calculations, specifications, procedures, samples, patterns, models, operation and technical information of a like nature submitted by BIDDER. mean documents which shall be issued by CERTIFYING AGENTBIDDER. means the date that this Contract enters into full force and effect in accordance with Article 4.Mean all drawings, calculations, specifications, procedures and technical information of a like nature provided by COMPANYPVGAS/ePCI CONTRACTOR to CERTIFYING AGENTBIDDER under the CONTRACT and all drawings, calculations, specifications, procedures, samples, patterns, models, operation and technical information of a like nature submitted by CERTIFYING AGENTBIDDER. means means the date that this Contract enters into full force and effect in accordance with Article 4. means the Contract signed by COMPANY and ePCI CONTRACTOR for executing and accomplishing the PROJECT. means all legislation or any other binding regulations or rulings issued in countries where any part of the works is carried out and in Vietnam by National Assembly, the Prime Minister, any other Minister, any People Committee, the Government or any other state body, in force from time to time including but not limited to laws, ordinances, decrees, circulars, official letters, decisions and other pronouncements. means
10. DRAWINGSDOC UMENTATION OR DOCUMENTS
11. EFFECTIVE DATEDRAWING S
12. BIDDEREFFECTI VE DATE 13. ePCI CONTRACT
14. LAWDESIGNER
ENGINEERING CONTRACTOR, CONSTRUCTION CONTRACTOR who are responsible for executing and accomplishing the detail design of PROJECT. 15. PARTY or PARTIESENGINE ERING CONTRACTOR 16. PROJECTCONST RUCTION CONTRACTOR means PVGAS PMC or/and BIDDER as the context requiresThe Contractor carries out: Engineering Design, Detail Design of the PROJECT. Means the Fast Track LNG Terminal Project The Contractor carries out: Construction/Installation of the PROJECT.
17. SITEEQUIPMENT means location(s) where any part of the AND MATERIALS SERVICES is performed by the BIDDER.means the brand-new equipment, facilities, materials, consumable, fabricated structures, packages, spare parts and other items of a like nature supplied by the CONTRACTOR in accordance with the ePCI CONTRACT and permanently installed to form any and all of the PROJECT. 18. WORKFINAL DESIGN APPRAISAL/ DOCUMENT means the agreed Scope of Work to be provided and carried out by BIDDER with the details as stated in Appendix 1 of the CONTRACT.means the Documents issued by CERTIFYING AGENTBIDDER, certifying that all the AFC (Approved For Construction) drawings/documents for the PROJECT which required to be reviewed by CERTIFYING BIDDER AGENT have been approved by CERTIFYING AGENT.BIDDER. means all legislation or any other binding regulations or rulings issued in countries where any part of the works is carried out and in Vietnam by National Assembly, the Prime Minister, any other Minister, any People Committee, the Government or any other state body, in force from time to time including but not limited to laws, ordinances, decrees, circulars, official letters, decisions and other pronouncements. means the certificate issued by CERTIFYING AGENTBIDDER confirming that the ITEMIZED FACILITIS/PROJECT have been mechanically and structurally completed by ePCI CONTRACTOR. means the COMPANYPVGAS or/and CERTIFICATION AGENTBIDDER as the context requires
19. LAW
20. MECHANICAL COMPLETION CERTIFICATE
21. PARTY or PARTIES
22. PROJECT
FRONT-END ENGINEERING DESIGN (FEED) SERVICES FOR LNG IMPORING PROJECT OF ONE MILLION METRIC TONNAGES PER ANNUAL (LNG 1MMTPA)Dung Quat LPG
storage & Truck Loading station project. LPG (LIQUID PETROLEUM GAS) REFRIGERATED STORAGE PROJECT
23. ITEMIZED FACILITIES 24. SITE
The facilities and/or system form an item (s) of the PROJECT, which is independently put into operation. means location(s) where any part of the SERVICES is performed by the CERTIFICATION AGENTBIDDER. means the agreed Scope of Work to be provided and carried out by CERTIFYING AGENTBIDDER ePCI CONTRACTOR for COMPANY with the details as stated in ePCI CONTRACTORAppendix 1 of the CONTRACT.
25. WORK
The headings, captions and titles of Article or of other parts of the CONTRACT are for convenient reference only and are not to be construed as limiting, extending or interpreting the meaning of the provision of this CONTRACT. The singular includes the plural, the masculine includes the feminine, and vice-versa where the context requires.
ARTICLE 3:
OBLIGATION OF THE PARTIES
A. CERTIFYING AGENTS BIDDERS OBLIGATIONS:
3.1 The BIDDER shall be responsible to perform and complete the WORK
as defined in the Appendix 1 - Scope of Services of this CONTRACT with due care and diligence, in compliance with relevant Vietnameses Codes and Standards and international Codes and Standards as proposed by CONSUTANT and agreed by PVGAS PMC.
3.2 Certifying AgentBIDDERs Understanding of the PROJECT, the WORK,

the FRONT-END ENGINEERING DESIGN SERVICES :
3.3 CERTIFICATION SERVICES: 3.4 The CERTIFYING AGENTBIDDER shall be deemed to have read
carefully and satisfy the drawings, plans, specifications and other documents contained in and relating to this CONTRACT in order to determine the class, quantity and quality of materials, equipment and labour that will be required, and shall be deemed to have obtained for itself a full understanding and knowledge of the nature and scope of the PROJECT, the WORK , the FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES and of the prevailing conditions under which the PROJECT, the WORK, the
FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES will be carried out. Any failure by CERTIFYING AGENTBIDDER to take account of matters which could affect the PROJECT, the WORK, the FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES shall not relieve CERTIFYING AGENTBIDDER from its obligations under this CONTRACT.
3.5 Perform the SERVICE following the schedule as agreed in Appendix 6

of the CONTRACT; shall not be entitled to additional time for performing the WORK and/or additional payment in excess of the lump sum prices set forth in the Appendix 3 of the CONTRACT relating to the performance of the WORK.
3.6 The CERTIFYING AGENTBIDDER shall not be entitled to additional time

for performing the FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES and/ or additional payment in excess of THE lump sum prices set forth in the Appendix 3 of the CONTRACT relating to the performance of the FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.
3.7 Collect information and relevant data to perform the WORK; bearing
the responsibilities for correction of any collected information, data and survey data which had been taken by BIDDER under this CONTRACT, prove with other relevant authorities (if required).
3.8 Personnel are provided to perform the WORK shall be kept unchanged
as proposed in the tender by BIDDER. Any change in the BIDDERs key personnel listed in the Appendix shall be subject to acceptance by the PVGAS PMC with regard to their qualifications and experience. However, in any case, any change in the BIDDERs personnel shall be not effected to time to complete of WORK as set out in the Appendix 6. Any liability and cost arising from this provision shall be BIDDERs responsibilities.
3.9 Information Given by COMPANY CERTIFYING AGENTBIDDER:
PVGASPVGAS
PMC
to
3.9.1 (a) The information that the COMPANYPVGAS may give to the CERTIFYING AGENTBIDDER shall be in accordance with the best information available to the COMPANYPVGAS. The BIDDERCERTIFYING AGENT shall be responsible for the interpretation and use by it of the information provided by the PVGASPVGAS PMCCOMPANY. The BIDDERCERTIFYING AGENT shall be entitled to rely on the accuracy of PVGASPVGAS PMCthe COMPANY supplied data and any such additional or revised COMPANYPVGASPVGAS PMC supplied data that PVGASPVGAS PMCCOMPANY may issue to CERTIFYING AGENT BIDDER in the bidding phase and after the EFFECTIVE DATE as
the basis of its performance of the FRONT-END ENGINEERING DESIGN SERVICES WORK. 3.9.2 3.9.3 (b) PVGASPVGAS PMCThe COMPANY may give the additional information to BIDDER during the time of performance of the WORK if it is available. shall be entitled to issue additional or revised COMPANYPVGAS supplied data after the EFFECTIVE DATE. The BIDDERCERTIFYING AGENT has responsible to check and correct the provided data for purpose of the WORK. shall check all information provided by PVGASthe COMPANY following award and during continuance of this CONTRACT ("Post Award Information"). The CERTIFYING AGENTBIDDER shall advise the COMPANY PVGAS in writing, within twenty (20) days from receipt of the Post Award Information (unless a different period is notified by the COMPPVGASANY to the CERTIFYING AGENTBIDDER), of any discrepancies in the Post Award Information which may affect the performance and completion of the FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES. Post Award Information may be issued at any time during the CONTRACT and will be subject to the foregoing period of twenty (20) working days for checking by the CERTIFYING AGENTBIDDER.
(c) Except as may be otherwise provided under this CONTRACT, PVGASthe COMPANY will not be liable for claims from the CERTIFYING AGENTBIDDER for additional payments, extensions of time or discrepancies in Post Award Information in excess of what is agreed in this CONTRACT where such claims by the CERTIFYING AGENTBIDDER are made based on conditions and costs which could have been reasonably determined in advance or notified to the Company during the period stated in Clause 3.2(b) above.
3.10 The
CERTIFYING AGENTBIDDER shall perform FRONT-END ENGINEERING DESIGN SERVICESthe WORK CERTIFICATION SERVICES relating to the PROJECT in accordance with the Scope of FRONT-END ENGINEERING DESIGN SERVICES work Certification Services as stated in Appendix 1, the PROJECT schedule, the CONTRACT and in compliance with the laws and regulations of Vietnam and/or any other countries where any part of the FRONT-END ENGINEERING DESIGN SERVICES WORK CERTIFICATION SERVICES is performed. ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES immediately after the EFFECTIVE DATE in accordance with the CONTRACT schedule.
3.11 The CERTIFYING AGENTBIDDER shall begin rendering FRONT-END
3.12 Unless otherwise agreed in writing by the COMPANY, CERTIFYING

AGENTPVGASPVGAS PMC, BIDDER shall neither have interest in, nor receive remuneration in connection with the PROJECT except as provided for in the CONTRACT. CERTIFYING AGENTBIDDER shall not engage in any activities which may conflict with the interest of f the COMPANY PVGASPVGAS PMC under the CONTRACT.
3.13 The CERTIFYING AGENTBIDDER, at its own costs, is responsible for

visas, entry, customs clearances for CERTIFYING AGENTBIDDERS personnel and equipment, all necessary permits, licenses or approvals required for the performance of the FRONT-END ENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES (except for those obtained by the COMPANYPVGAS) and operation registration certificate in Vietnam stated in Sub-Section B.II of ITB Documentsif any. In case of the FRONT-END ENGINEERING DESIGN SERVICES WORK CERTIFICATION SERVICES to beis carried out in Vietnam, COMPANY PVGASPVGAS PMC shall reasonably assist CERTIFYING AGENTBIDDER in obtaining such documents for CERTIFYING AGENTBIDDER's employees if such assistance is required for the FRONT-END ENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES without prejudice to CERTIFYING AGENT'sBIDDERs aforesaid responsibility. However, in no case the above stated assistance of the COMPANYPVGASPVGAS PMC will release the CERTIFYING AGENTBIDDER from its responsibility under the CONTRACT.
3.14 The liability of the CERTIFYING AGENTBIDDER (including its officers,

employees, agents and associated entities) in respect of breach of contract or breach of duty or fault or negligence or otherwise whatsoever arising out of or in connection with this Agreement CONTRACT shall be limited in to CONTRACT PRICE to cover claims of any sort whatsoever (including interest and costs) arising out of or in connection with this Contract. This provision shall have no application to any liability for death or personal injury arising from the negligence of the CERTIFYING AGENTBIDDER or any other liability for which exclusion or restriction is prohibited by applicable law. Neither party shall be liable to the other for special, indirect or consequential damages resulting from or arising out of this Contract including, without limitation, loss of profit, loss of production, loss of contract, loss of use, business interruption or any other special or indirect loss suffered or incurred by the other party howsoever the same may be caused.
3.15 Subject to Article 3.7,
The CERTIFYING AGENTBIDDER shall indemnify, hold harmless, defend COMPANY PVGASPVGAS PMC from and against any and all claims, suits, actions, demands, proceedings, liabilities, losses, damages, costs and expenses whatsoever with respect to the death or illness or injury to any CERTIFYING AGENTBIDDER's employee arising directly or indirectly out of or as a consequence of the performance of this CONTRACT from any cause whatsoever regardless of whether or not caused or contributed to by
any negligence or default of COMPANY PVGASPVGAS PMC (or any of its other Contractors) or any of its or their employees.
3.16 The CERTIFICATION AGENTBIDDER shall provide for its personnel all
necessary facilities, such as computers, software, technical documents, standards and codes required to perform its obligations under this CONTRACT.
3.17 CERTIFYING
AGENTBIDDER is responsible for arranging its representatives on board upon its receipt of COMPANYs PVGASs advices stated in Article 3.19. arranging all required transportation for CERTIFYING AGENTSBIDDERS personnel between shore and offshoreto perform the WORK and accommodation, meal, telecommunication facilities, printing for the said personnel on board. COMPANY PVGAS will assist CERTIFYING AGENTBIDDER in this arrangement. However, COMPANYs PVGASs assistance will not release CERTIFYING AGENTBIDDER from performing and fulfilling all its obligations in the CONTRACT.
3.18 CERTIFYING AGENTBIDDER, at his own costs, will be responsible for
3.19 Holiday leave and time for holiday of CERTIFYING AGENTSBIDDERS

personnel stated in the CONTRACT shall be subject to COMPANYS PVGASPVGAS PMCS approval in writing. All costs related to holiday leave of CERTIFYING AGENTSBIDDERS personnel including travel, salary, etc... shall be at CERTIFYING AGENTSBIDDERS expenses. The CERTIFYING AGENTBIDDER has due regards to all festival, holidays, day of rest (Saturday and Sunday) etc... and confirmed that such festival, holidays, day of rest will have no affect effect to the performance of FRONT-END ENGINEERING DESIGN SERVICESthe WORK CERTIFICATION SERVICES and all related expenses shall be at CERTIFYING AGENT'BIDDERSs costs. In case there will be affects to the CERTIFICATION AGENTBIDDER's performance of FRONT-END ENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES, CERTIFYING AGENTBIDDER shall, at its cost, provide other personnel with the same working capability, subject to approve by PVGAS PMC.
3.20 As soon as but not later than 07 (seven) DAYS after EFFECTIVE DATE
of the CONTRACT, CONTRACTOR shall be responsible to update/ modify the followings for COMPANYs PVGASPVGAS PMCs review and approval: Project Execution Plan Coordination Procedures Approach and Methodology
The performance of FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES by CERTIFYING AGENTBIDDER's employees shall be in accordance with the said approved documents.
3.21 CERTIFYING AGENTBIDDER shall prepare 3 (three) copies of a

monthly progress report covering the followings but not limited to: Certification activities carried out in the month concerned; Certification activities will be carried out in the next month; Project milestone and the reason for deviation from the schedule; Outstanding/non-conformities status; Propose preparation plan for the next period; Record correspondence/communication in the month; Area of concerns; Others The cut-off day for monthly report is the twenty-ninth day of every month. The report issue date shall be no later than the fifth day of the next month. The CERTIFYING AGENT'sBIDDER site team leader at the PROJECT SITE shall issue a weekly report on progress and status.
3.22 CERTIFYING AGENTBIDDER undertakes to perform the FRONT-END

ENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES in professional and diligent manner. Any loss or/ and damage to PROJECT or/ and property of third party caused by CERTIFYING AGENTBIDDERS faults or negligence will be at CERTIFYING AGENTBIDDERS own account and responsibility based on the actual claim of loss or/ and damage.
3.23 BIDDER shall not assign or sub-contract the WORK or any part(s)
thereof without agreement by PVGAS PMC in writting. The work/result relating to assigned/sub-contracted part (if any) shall be at BIDDERs approval and end liability.
3.24 The liability of tax:

(A)Personal Income Tax (PIT): BIDDER shall provide PVGAS PMC with the information about the BIDDERs Personnel incomes, which earned during the time working in Vietnam per this PROJECT (if any), for the purpose of settling the PIT in Vietnam. (B)Corporate income tax (CIT) and Licence/trademark tax (if any) that may be imposed by the authorities of Vietnam. PVGAS PMC shall collect these taxes directly from CONTRACT VALUE.
3.25 CERTIFYING AGENTBIDDER is responsible for issuing MECHANICAL

COMPLETION CERTIFICATE within 7 (seven) DAYS and CERTIFICATE OF SAFE OPERATION for ITEMIZED FACILITIES/PROJECT within 15 (fifteen) DAYS when these works is satisfactorily completed. B. COMPANYS PVGAS PMCS OBLIGATIONS:
3.26 COMPANY PVGASPVGAS PMC shall pay all agreed charges invoiced
by CERTIFYING AGENTBIDDER in respect of FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES provided.
3.27 COMPANY PVGAS shall require their ePCI CONTRACTOR and all
fabricators, manufacturers, vendors afford full cooperation to all CERTIFYING AGENTBIDDER's employees to enable CERTIFYING AGENTBIDDER to perform its FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.
3.28 Subject to the agreed schedule between the COMPANYPVGAS and

ePCI CONTRACTOR, COMPANY PVGAS will advise CERTIFYING AGENTBIDDER of 20 day prior day for Certifying AgentBIDDERs preparation on board.
3.29 At reasonable request of CERTIFYING AGENTBIDDER, COMPANY

PVGASPVGAS PMC shall provide the CERTIFYING AGENTBIDDER with reasonable assistance, available COMPANYS PVGASPVGAS PMCS facilities at SITE and necessary DRAWINGS, information and documents available to the COMPANY PVGASPVGAS PMC upon CERTIFYING AGENTBIDDERS request for execution of the FRONT-END ENGINEERING DESIGN SERVICESWORKCERTIFICATION SERVICES.
3.30 COMPANY
PVGASPVGAS PMC shall ensure the CERTIFYING AGENTBIDDERS personnel free and unhindered access to any SITE controlled by COMPANY PVGASPVGAS PMC in the performance of its obligations under this CONTRACT. permits that it must possess to locate, build, maintain and operate PROJECT, permits, licenses, approvals required to perform FRONTEND ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES in COMPANYS PVGASS name except for those arranged by CERTIFYING AGENTBIDDER stated in Article 3.6.
3.31 COMPANY PVGAS shall be responsible to arrange licenses and
ARTICLE 4:
EFFECTIVE DATE AND COMPLETION OF CONTRACTCERTIFICATION SERVICES
4.1 The CONTRACT shall be effective on the date of signing by the

COMPANYPVGASPVGAS PMC and the BIDDERCERTIFYING AGENT (the Effective Date).
4.2 The
FRONT-END ENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES shall be considered completed when all of the following conditions are fulfilled:
- The CERTIFICATE OF SAFE OPERATION for whole PROJECT and Close-out Report has been issued by CERTIFYING AGENT; - The CERTIFICATE OF COMPLETION OF FRONT-END ENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES has been signed by the PVGASPVGAS PMCCOMPANY and CERTIFYING AGENTBIDDER.
ARTICLE 5:
PERSONNEL
5.1 The personnel who are sent by CERTIFYING AGENTBIDDER in Vietnam

or any other places required for the execution of this CONTRACT, shall have been physically examined and found fit for their assignments and their qualifications shall be acceptable to the COMPANYPVGASPVGAS PMC. The Curriculum Vitae (C.V) of personnel to be provided by CERTIFYING AGENTBIDDER is stated in Appendix 5 of this CONTRACT.
5.2 CERTIFYING AGENTBIDDER shall not replace their personnel whose

C.V(s) are included in Appendix 5 of this CONTRACT without obtaining COMPANY's PVGASPVGAS PMC's consent, which consent shall not unreasonable be withheld. Schedule of departure and arrival of CERTIFYING AGENTBIDDER personnel should be approved in advance by the PVGASPVGAS PMCCOMPANY. CERTIFYING AGENTBIDDER guarantees that the absence of these personnel shall not affect to Time for Completion and quality of the PROJECT as well as to the quality of the FINAL CERTIFICATE(S) to be issued by CERTIFYING AGENTBIDDER.
5.3 The COMPANYPVGASPVGAS PMC shall have the right to require the
CERTIFYING AGENTBIDDER to replace any of CERTIFYING AGENT'S BIDDERS personnel if such personnel misconduct or proves to be incompetent or negligent. If the COMPANYPVGASPVGAS PMC requests to replace any person of the CERTIFYING AGENT,BIDDER, CERTIFYING AGENTBIDDER shall within 14 (fourteen) DAYS arrange for this replacement by a person of comparable competence which had been accepted by the COMPANYPVGASPVGAS PMC. The cost of replacements shall be borne by the CERTIFYING AGENTBIDDER. The CERTIFYING AGENTBIDDER shall send Curriculum Vitae of substitute personnel to the COMPANY PVGASPVGAS PMC as soon as possible but not later than 14 (fourteen) DAYS prior to departure of such personnel. Such Curriculum Vitae shall be substantially in form of Appendix 5 (Curriculum Vitae of CERTIFYING AGENTBIDDER'S PERSONNEL).
5.4 CERTIFYING AGENTBIDDER shall conform in all respects, including the

giving of an notice and the paying of all fees with the provisions of any national or state statute, ordinance, or other law, or any codes, or any regulation, or by-law of any local or other duly
constituted authority in relation to the execution and completion of the FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES and the remedying of any defects therein; and the rules and regulations of all public bodies and companies whose property or rights are affected or may be affected in any way by the FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES and CERTIFYING AGENTBIDDER shall keep the COMPANYPVGASPVGAS PMC indemnified against all penalties and liabilities of every kind for breach of any such provisions.
ARTICLE 6:
CONTRACT PRICE
The CONTRACT PRICE/Lump-sum Contract Price by Governmental Taxes: as per Part A - Section II.3 Governmental Regulations of Invitation To Bidstated in 6.3 is USD ___________ (In words: United States Dollars __________________), , for project management, Design Appraisal and Review Vendors documents for Equipment, Supervision of construction, Mechanical completion, pre-commissioning, commissioningdesign appraisal, certification for materials and equipment, supervision of construction, installation and Mechanical completion, pre-commissioning, supervision of commissioning of equipment on LPG Dung Quat, Issuance of Reports, Certificates, Contingencies, Vietnam Register Content, etc (Details as per Appendix 32)
6.1 The Lump-sum Price/Contract Price will be adjusted in case of the first
gas of PROJECT not on the schedule of ..
6.2 Governmental Taxes: as per Part A - Section II.3 Governmental

Regulations of Invitation To Bid Documents..
ARTICLE 7: ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES 7.1 COMPANY PVGASPVGAS PMC may require CERTIFYING AGENTBIDDER
to provide ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES at any time before the FRONT-END ENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES as per Appendix 1 of this CONTRACT is - Scope of FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES are taken over. In this case Tthe Daily Rate stated in Appendix 3 shall be applied. for Additional proposal for additional FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES. BIDDERCERTIFYING AGENT shall not vary or alter any part of the Scope of FRONT-END ENGINEERING DESIGN SERVICESwork CERTIFICATION SERVICES except in accordance with a requirement from COMPANYPVGASPVGAS PMC. CERTIFYING AGENTBIDDER may, however, at any time propose Additional FRONT-END ENGINEERING
DESIGN SERVICES CERTIFICATION SERVICES of the Scope of FRONTEND ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES to COMPANY PVGAS for consideration.
7.2 Only Agreement on
Additional FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES issued in writing and duly signed by COMPANY PVGASPVGAS PMC and CERTIFYING AGENTBIDDER is valid and effective for the Additional payment. ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES under Article 7.1, COMPANY PVGASPVGAS PMC shall notify CERTIFYING AGENTBIDDER of the nature and form of such ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.
7.3 Prior to any
As soon as possible after having received such notice, CERTIFYING AGENTBIDDER shall submit to COMPANYPVGASPVGAS PMC: Description of service, if any, to be performed and a program for its execution; and CERTIFYING AGENTBIDDER's proposals for any necessary modifications to the service schedule or to any of CERTIFYING AGENTBIDDER's obligations under the Contract; and CERTIFYING AGENTBIDDER's proposals for adjustment to the CONTRACT PRICE.
7.4 Following the receipt of CERTIFYING AGENTBIDDER's submission,

COMPANY PVGASPVGAS PMC shall, after due consultation with CERTIFYING AGENTBIDDER, decide as soon as possible but not later than 15 (fifteen) DAYS from the date of receiving of CERTIFYING AGENTBIDDER's submission whether or not the Additional FRONTEND ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES shall be carried out.
7.5 If COMPANY PVGASPVGAS PMC decides that the case FRONT-END

ENGINEERING DESIGN SERVICESWORK CERTIFICATION SERVICES shall be carried out, COMPANY PVGASPVGAS PMC shall issue Agreement on ADDITIONAL FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES clearly identified based on CERTIFYING AGENTBIDDER's submission or as modified by agreement.
ARTICLE 8:
PAYMENT CONDITIONS
8.1 Within 30 (thirty) DAYS of the date of PVGASPVGAS PMCCOMPANYS

receipt of all payment documents set out in Article 8.4 by Telegraphic Transfer (T/T), all invoices issued by CERTIFYING AGENTBIDDER shall be paid by COMPANY PVGASPVGAS PMC to CERTIFYING AGENTSBIDDERS account as described in CERTIFYING AGENTSBIDDER invoice except sums disputed by the COMPANY
PVGASPVGAS PMC and payment of these sums shall be withheld until settlement of dispute.
8.2 Performance Bond (PB):

Within 07 (seven) days after successful contract negotiation and finalization with the COMPANY as stated in Part B of ITB Documents, the CERTIFYING AGENT shall provide the Company with a Performance Bond with the value of at least ten percent (10%) of Total Contract Price stated in Article 6.1. Validity of PB is from the date of issuance to the date of successful completion of CERTIFICATION SERVICES stated in Article 3.1. All the expenses relating to PB shall be at the CERTIFYING AGENTS account. In any case, the payment to Certifying Agent by Company under the Contract shall be made only when the respective PB remains valid.
8.3 Payment for incomplete CERTIFICATION SERVICES will not be allowed,

however part payment for the services provided will be permissible provided the defined CERTIFYING AGENT deliverable has been issued, or the appropriate project milestone achieved.
8.4 Payment shall be made as follows: 8.4.1 Down payment (after signing the CONTRACT): Down payment shall be equivalent with fifteen percent (15%) of total CONTRACT PRICE upon the date of receiving the documents as follows: BIDDERs invoice which covers payable amount, signed by BIDDERs representative: One (01) original and Three (03) copies; Documentations to prove that the BIDDER has been completed the insurance policy following the Article 10 of this CONTRACT: One (01) original and Three (03) copies. 8.4.2 The first payment: Thirty percent (30%) of total CONTRACT PRICE shall be made by PVGAS PMC upon the date of receiving the document as follows: BIDDERs invoice which covers payable amount, signed by BIDDERs representative: One (01) original and Three (03) copies; Acceptance protocol signed by PVGAS PMC to certify that BIDDER has been completed the ..: One (01) original and Three (03) copies; 8.4.3 The second payment:
Thirty percent (30%) of total CONTRACT PRICE shall be made by PVGAS PMC upon the date of receiving the document as follows: BIDDERs invoice which covers payable amount, signed by BIDDERs representative: One (01) original and Three (03) copies; Acceptance protocol signed by PVGAS PMC to certify that BIDDER has been completed the Rev A of FEED and delivered to PVGAS PMC: One (01) original and Three (03) copies.
8.4.4 8.4.4 The third payment: Ten percent (10%) of total CONTRACT PRICE shall be made by CILENT upon the date of receiving the document as follows: BIDDERs invoice which covers payable amount, signed by BIDDERs representative: One (01) original and Three (03) copies; Acceptance protocol signed by PVGAS PMC to certify that BIDDER has been completed the Rev A of cost estimate and delivered to PVGAS PMC: One (01) original and Three (03) copies 8.4.5 8.4.4 The last payment: Fifteen percent (15%) of total CONTRACT PRICE shall be made by CILENT upon the date of receiving the document as follows: BIDDERs invoice which covers payable amount, signed by BIDDERs representative: One (01) original and Three (03) copies; Acceptance protocol signed by PVGAS PMC to certify that BIDDER has been completed the WORK and delivered to PVGAS PMC: One (01) original and Three (03) copies 8.4.6 1st installment of paymentMilestone 1 (after signing the CONTRACT): Fifteen percent (15%) of Total lump sum Price as stated in Article 6.1.1 will be paid to CERTIFYING AGENTBIDDER upon COMPANYS PVGASS receipt of following documents:
a. CERTIFYING AGENTBIDDERS invoice covering due payable amount signed by CERTIFYING AGENTS BIDDERS REPRESENTATIVE: two (02) originals. Forms of Timesheets and Acceptance Protocol approved by COMPANYPVGAS. 2nd installment of payment Performance Bond as stated in Article 8.2.
b. c.
8.4.7 Milestone 2 (after design appraisal):

TSixty wenty fivefive percent (60255%) of Total lLump sum Price ofor Design Appraisal as stated in Appendix 3 Item INo.2 will be paid to CERTIFYING AGENTBIDDER upon COMPANYPVGASS receipt of following documents:
a. CERTIFYING AGENTSBIDDERS invoice covering due payable amount signed by CERTIFYING AGENTSBIDDERS REPRESENTATIVE, two (02) originals. Certificate of Design Appraisal (02 originals) issued by CERTIFYING AGENT.by BIDDER. ACCEPTANCE PROTOCOL (02 originals) duly signed by PARTIES (as stipulated in Appendix 8).
bd.
8.4.8 3rd installment of paymentMilestone 3 (after certification of Materials and Equipment): Sixty five percent (65%) of Total lump sum Price of Certification of Materials and Equipment as stated in Appendix 3 Item I.3 and twenty five percent (25%) of Total lump sum Price of Project Management as stated in Appendix 3 NoItem I.31 will be paid to CERTIFYING AGENT upon COMPANYS receipt of following documents:
a. CERTIFYING AGENTS invoice covering due payable amount signed by CERTIFYING AGENTS REPRESENTATIVE, two (02) originals. Certificate of Compliance of Materials and Equipment issued by CERTIFYING AGENT. ACCCEPTANCE PROTOCOL (02 originals) duly signed by PARTIES (as stipulated in Appendix 8).
b. c.
8.4.9 Milestone 34 (after completion of Supervision of construction, installation and Mechanical completion, pre-commissioning (till completion of de-watering of pipeline)): ThirtySixty five percent (30650%) of Total lump sum Price of Supervision of offshore construction, installation, tie-in and Mechanical completion, pre-commissioning as stated in Appendix 3 NoItem I.4 and twenty percent (20%) of Total lump sum Price of Project Management as stated in Appendix 3 NoItem I.1 will be paid to CERTIFYING AGENTBIDDER upon COMPANYPVGASS receipt of following documents:
a. CERTIFYING AGENTSBIDDERS invoice covering due payable amount signed by CERTIFYING AGENTS BIDDERS REPRESENTATIVE, two (02) originals.
b. c.
MECHANICAL COMPLETION CERTIFICATE CERTIFYING AGENTby BIDDER (02 originals).
issued by
ACCEPTANCE PROTOCOL (02 originals) duly signed by PARTIES (as stipulated in Appendix 6).
8.4.10 Milestone 5 (after completion of Supervision commissioning of equipment on LPG Dung Quat):
of
Sixty five percent (65%) of Total lump sum Price of Supervision of commissioning of equipment on LPG Dung Quat as stated in Appendix 3 Item INo.56 and ten percent (10%) of Total lump sum Price of Project Management as stated in Appendix 3 Item INo.1 will be paid to CERTIFYING AGENT upon COMPANYS receipt of following documents:
a. CERTIFYING AGENTS invoice covering due payable amount signed by CERTIFYING AGENTS REPRESENTATIVE, two (02) originals. COMMISSIONING COMPLETION CERTIFYING AGENT (02 originals). CERTIFICATE issued by
b.
c. ACCEPTANCE PROTOCOL (02 originals) duly signed by PARTIES (as stipulated in Appendix 6); 8.4.11 Last payment:
All remaining value of Total lump sum Price as stated in Appendix 3 and 100% of reimbursable costs will be paid to CERTIFYING AGENTBIDDER upon COMPANYS PVGASS receipt of following documents:
a. CERTIFYING BIDDERAGENTS invoice covering due payable amount signed by CERTIFYING AGENTBIDDERS REPRESENTATIVE, two (02) originals. CERTIFICATE OF SAFE OPERATION and Close-out Report issued by CERTIFYING AGENT. CERTIFICATE OF COMPLETION ( or CERTIFICATE OF FITNESS)OF SERVICES (02 originals) issued by CERTIFYING AGENTBIDDER (02 originals)
b. c.
8.5 All banking fees inside Vietnam associated with remittance of the
above mentioned payment should be at the COMPANYS PVGASPVGAS PMCS account. All banking fees outside Vietnam shall be at the CERTIFYING AGENTBIDDERS account.
8.6 The currency applicable to the CONTRACT is United States Dollar.
8.7
The currency applicable to payment of the CONTRACT is Vietnamese Dong or USD. In case of the payment made by Vietnam dong, Tthe selling exchange rate issued by Vietcombank on the date of issued Invoice will be applied.
8.8 Telegraphic transfer shall make payments to the bank appointed by

CERTIFYING AGENTBIDDER.
8.9 COMPANY PVGASPVGAS PMC shall not be required to pay CERTIFYING

AGENTBIDDER for any services or any items to be purchased or contracted by certifying agent if they are not specified in this CONTRACT.
ARTICLE 9:
9.1
LIABILITY AND INDEMNITY
CERTIFYING AGENTBIDDER shall indemnify, hold harmless, defend COMPANY PVGASPVGAS PMC from and against any and all claims, suits, actions, demands, proceedings, liabilities, losses, damages, costs and expenses whatsoever caused by, and to the extent of, the negligence or willful misconduct of the CERTIFYING AGENTBIDDER during performance of CONTRACT including but not limited to: (i) loss or damage to property of CERTIFYING AGENTBIDDER whether owned, hired, leased or otherwise provided by CERTIFYING AGENTBIDDER arising from or relating to the performance of FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES or; personal injury, death or disease to any CERTIFYING AGEBIDDERSNT'S personnel arising from or relating to the performance of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES; liability to loss or damage to property whether owned, hired, leased or otherwise and/or personal injury, death, disease of third party arising from or relating to the performance of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.
(ii)
(iii)
9.2
COMPANY PVGASPVGAS PMC shall indemnify, hold harmless, defend CERTIFYING AGENTBIDDER from and against any and all claims, suits, actions, demands, proceedings, liabilities, losses, damages, costs and expenses whatsoever caused by, and to the extent of, the negligence or willful misconduct of the COMPANY PVGASPVGAS PMC during performance of CONTRACT including but not limited to: (i) loss or damage to property of COMPANY PVGASPVGAS PMC whether owned, hired, leased or otherwise provided by COMPANPVGASPVGAS PMCY arising from or relating to the performance of FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES or;
(ii)
personal injury including death or disease to any person employed by COMPANY PVGASPVGAS PMC arising from or relating to the performance of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES; liability to loss/ damage to property whether owned, hired, leased or otherwise and/or personal injury, death, disease of third party arising from or relating to the performance of FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.
(iii)
9.3
CERTIFYING AGENTBIDDER shall take due care in execution and development of all operations to avoid any environmental impacts of such operations and shall follow strictly the LAW and regulations with regard to the environmental protection and the pollution convention (latest edition as amended from time to time). CERTIFYING AGENTBIDDER shall assume all responsibilities for, including control and removal of, and shall indemnify, defend, and hold COMPANY PVGASPVGAS PMC harmless from and against any loss, liability, fine, penalty, cost, claims, suit, demands, judgment, award and/ or damage arising from pollution or contamination which originates from and/ or is associated with CERTIFYING AGENTBIDDERS personnel and/ or equipment and other things provided by CERTIFYING AGENTBIDDER used in performance of CONTRACT, when whether or not caused by the negligence (including sole, joint concurrent active or passive) of CERTIFYING AGENTBIDDER. CERTIFYING AGENTBIDDER shall reimburse COMPANY for any reasonable cost incurred by COMPANY PVGASPVGAS PMC in controlling or removing such pollutants or contaminants.
9.4
Notwithstanding any terms and conditions stated in the CONTRACT, neither PARTY will be responsible for CONSEQUENTIAL LOSSES to the other PARTY due to its failure in executing this CONTRACT. The indemnities provided for in this Article shall include without limitation all penalties, awards, and judgments; court and arbitration costs; legal counsel's fees; and other reasonable expenses associated with such claims, demands, and causes of action. A PARTY covered by an indemnity shall have the right at its own expense to participate in its own defense with legal counsel of its own selection. CERTIFYING AGENTBIDDER shall notify COMPANY PVGASPVGAS PMC immediately of all accidents and/or losses related to the WORK and of all actual and anticipated claims related to the WORK. Each PARTY shall be primarily responsible for investigating and handling claims based on losses for which it is responsible, but the PARTIES shall cooperate with each other in investigating and handling such claims.
9.5
ARTICLE 10:
INSURANCE
10.1 Commencing with the performance of its FRONT-END ENGINEERING

DESIGN SERVICES CERTIFICATION SERVICES hereunder, and continuing until such FRONT-END ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES have been completed and up to the period of 12 (twelve) months after COMPLETION OF FRONT-END ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES, CERTIFYING AGENTBIDDER at its own cost shall maintain in first priority through the Vietnamese Insurance Company standard insurance policies and hold the COMPANY PVGASPVGAS PMC harmless against any claims which may arise in respect of its own employees and its own assets as follows:
10.1.1 Professional Liability Insurance to comply with all applicable laws with a limit of liability maximum equals CONTRACT PRICE; and 10.1.2 Comprehensive General Liability (Third Party) insurance covering bodily injury and/or death and/or property damage with a limit of liability USD $1,000,000.00 (US Dollars one million) per occurrence combined single limit in compliance with all applicable laws; and 10.1.3 Workman's Compensation and Employer's insurance to comply with all applicable laws. Liability
10.2 CERTIFYING AGENTBIDDER shall submit certificates of the insurance

as required above to COMPANY within 30 (thirty) days after EFFECTIVE DATE, giving evidence of the type and scope of each insurance. Such certificates of insurance shall provide that 30 (thirty) days written notice shall be given to the COMPANY PVGASPVGAS PMC prior to cancellation of any policy.
10.3 The COMPANYPVGASPVGAS PMC can by written notice request the

CERTIFYING AGENTBIDDER to: 10.3.1 iInsure against his liability under Article 3 (Obligation of the Parties), 10.3.2 iInsure against public/third party liability,
If so requested, the CERTIFYING AGENTBIDDER shall, at COMPANY's PVGASPVGAS PMC's expense, make all reasonable efforts to effect such insurance with an insurer and on terms acceptable to the COMPANYPVGASPVGAS PMC.
ARTICLE 11:
DELIVERY OF DOCUMENTS
The documents issued by CERTIFYING AGENTBIDDER under this CONTRACT: two original, one copy shall be sent to PVGASPVGAS
PMCCOMPANY by DHL at BIDDERCERTIFYING AGENT'sS expenses to COMPANYPVGASPVGAS PMC address as stated in Article 17 15 of this CONTRACT within the duration of four (4) days.
11.1 For convenient purpose CERTIFYING AGENTthe BIDDER will receive

DRAWINGS for review/approval directly from the ePCI CONTRACTORDESIGNER or from COMPANY PVGAS as appropriate. CERTTFYING AGENTThe BIDDER shall notify COMPANY PVGAS of the receiving status of these DRAWINGS in details within 03 (three) days after receipt. The duration for review and approval by CERTIFYING AGENT for each submitted DRAWINGS shall be within 07 (seven) working DAYS.
11.2 CERTIFYING AGENTThe BIDDER shall notify COMPANY PVGAS and/or

DESIGNERePCI CONTRACTOR by cable, telex or facsimile as soon as possible but not later than 02 (two) working days after sending of DOCUMENTS or DRAWINGS the following information. - Contract number. - Date of receiving of DRAWINGS from COMPANYPVGAS/DESIGNERePCI CONTRACTOR. - Number Date of DHL Bill of sending of DOCUMENTS or DRAWINGS. - Detailed list of sent DOCUMENTS or DRAWINGS.
11.3 The above mentioned information as stated in item 11.3 will be

handed over to COMPANY PVGAS by CERTIFYING AGENTBIDDER before the arrival date of DOCUMENTS/DRAWINGS. Any delay in notice submission that may cause delay in payment is CERTIFYING AGENT'SBIDDERs responsibility.
11.4 CERTIFYING AGENTThe Bidder is responsible for sending of

DOCUMENTS/DRAWINGS to a wrong address due to incomplete marking and any kind of losses and/or damages of the DOCUMENTS/DRAWINGS arising out of improper or insufficient packing protection. Should the damages of DOCUMENTS/DRAWINGS do not arise from CERTIFYING AGENT'Sthe BIDDERs faults COMPANY PVGAS will assist CERTIFYING AGENTBIDDER in obtaining of the DOCUMENTS/DRAWINGS for re-approval.
11.5 CERTIFYING AGENTThe BIDDER is responsible for issuing Certificates

of the Mechanical Completion, CERTIFICATE OF SAFE OPERATION for ITEMIZED FACILITIES/PROJECT within 7 (seven) DAYS when these works is satisfactorily completedas stated in Appendix 1.
ARTICLE 12:
FORCE MAJEURE
12.1 Should any circumstance, which is unforeseeable and beyond the

control of both PARTIES, arise preventing either PARTY from wholly or partially carrying out his obligations under this CONTRACT, the time
stipulated for the performance of the obligations of the CONTRACT shall be extended for and as long as the period of consequence of Force Majeure lasts. Force Majeure shall mean fire, acts of God, earthquake, war, military actions of any like nature etc., but shall not mean the insolvency of either PARTY.
12.2 Both COMPANY PVGASPVGAS PMC and CERTIFYING AGENTBIDDER

shall make all efforts to eliminate the situation of Force Majeure as soon as possible. If the situation of Force Majeure cannot be eliminated, the PARTIES shall meet immediately to find a suitable solution taking into account the interests of both PARTIES
12.3 In the event these Force Majeure circumstances continue for more
than 90 (ninety) DAYS from the date on which such Force Majeure event was first notified by the PARTY, either PARTY shall have the right to terminate this CONTRACT in whole or in part without indemnification of any losses of the other PARTY.
12.4 The PARTY unable to carry out his obligations under this CONTRACT
due to Force Majeure circumstances shall immediately advise the other PARTY. Delay in information above 10 (ten) days from the beginning and cessation of the Force Majeure circumstances deprives the PARTY claiming for Force Majeure of the right reflecting to it in future.
12.5 The PARTY claiming Force Majeure shall substantiate to the other
PARTY's satisfaction that there has been an event referred to under Article 12.1 hereof together with certificate issued by the Chamber of Commerce of the country, where the Force Majeure circumstances take place declaring the effect and duration of such circumstances.
12.6 CERTIFYING AGENT'SBIDDERrs difficulties such as shortages of

materials, electric power, labor, etc. shall not be considered as Force Majeure.
12.7 Neither PARTY shall be responsible for any loss or damage of any
kind for a failure or delay in performance of any obligation if such failure or delay is attributable to the Force Majeure cases stated in Article 12.1.
ARTICLE 13: CONTRACT
SUSPENSION OR TERMINATION OF THE
13.1 The COMPANYPVGASPVGAS PMC has the right to suspend all or part
of the SERVICES or terminate the CONTRACT as follows:
13.1.1 Convenience: The COMPANYPVGASPVGAS PMC may terminate this CONTRACT for its convenience at any time and without cause, on 30 (thirty) day written notice to BIDDERCERTIFYING AGENT.
13.1.2 Force Majeure: If an event of Force Majeure circumstance continues for more than 90 (ninety) DAYS after the notice of the Force Majeure circumstance is given by written notice to CERTIFYING AGENTBIDDER. 13.1.3 Default: If delay in performing of FRONT-END ENGINEERING DESIGN SERVICES the CERTIFICATION SERVICES exceeds two (2) weeks against the stipulated duration as stated in this CONTRACT, COMPANYPVGASPVGAS PMC has the right to cancel the CONTRACT. 13.2 In the case of termination of the CONTRACT by PVGASPVGAS PMCthe
COMPANY for convenience pursuant to Article 13.1.1: (i) PVGASPVGAS PMCthe COMPANY shall pay to BIDDER the CERTIFYING AGENT for all actual costs and expenses incurred or to be paid to the date of termination and (ii) the COMPANYPVGASPVGAS PMC shall reimburse to BIDDERthe CERTIFYING AGENT its costs of demobilization such as the costs of returning the servants and agents of the CERTIFYING AGENTBIDDER to those locations where they resided before mobilization under this CONTRACT or to any other destination no more costly.
13.3 In
the case of termination of the CONTRACT by the COMPANYPVGASPVGAS PMC due to Force Majeure circumstances pursuant to Article 13.1.2: PVGASPVGAS PMCthe COMPANY shall pay the CERTIFYING AGENTBIDDER for all actual costs and expenses under provisions of Article 8 incurred or to be paid to the date of first notice of Force Majeure circumstance. 13.1.3: the BIDDERCERTIFYING AGENT shall not be entitled to receive any further payment and the COMPANY shall be entitled to call for Performance Bond.
13.4 In the case of termination of the CONTRACT pursuant to Articles
13.5 Termination of the CONTRACT shall not prejudice or affect the

accrued rights or claims and liabilities of the PARTIES as set forth herein.
13.6 PVGASPVGAS PMCCOMPANY reserve the right to suspend FRONTEND ENGINEERING DESIGN SERVICES the CERTIFICATION SERVICES upon 10 (ten) DAYS written notice to BIDDERthe CERTIFYING AGENT.
ARTICLE 14:
LIQUIDATED DAMAGES
14.1. In the event that CERTIFYING AGENT breaches any obligation under this CONTRACT and, in particular, provides CERTIFICATION SERVICES which are defective or erroneous, CERTIFYING AGENT shall be liable for: (a) Re-perform, without cost to COMPANY, any particular part of CERTIFICATION SERVICES rendered hereunder which is proved
to be defective or erroneous and is so notified to CERTIFYING AGENT by COMPANY within the period from the EFFECTIVE DATE up to COMPLETION OF CERTIFICATION SERVICES, and (b) Pay liquidated damages to COMPANY for any delay in delivery of DOCUMENTS, in accordance with Article 11, at the rate of zero point five percent (0,5%) of the CONTRACT PRICE described in Article 6.1 for every week delay, up to a maximum compensation or damages payable of 10% (ten percent) of the CONTRACT PRICE . Compensation of damages and losses, caused to COMPANY by any breach or defective or erroneous CERTIFICATION SERVICES provided by CERTIFYING AGENT in the sum of such actual damages and losses with limit of amount paid to CERTIFYING AGENT under the CONTRACT.
(c)
14.2. The rate of liquidated damages is not subject to any alteration by arbitration. 14.3. The amount of liquidated damages is to be deducted by COMPANY from CERTIFYING AGENT's invoices while effecting the payment or otherwise to be paid by T/T (Telegraphic Transfer) by CERTIFYING AGENT immediately upon receipt of COMPANY's request.
ARTICLE 15:
INTERRELATIONSHIP AMONG COMPANY, ePCI CONTRACTOR AND CERTIFYING AGENT
15.1 The ePCI CONTRACTOR shall undertake the WORKS in accordance

with the ePCI CONTRACT and specifically in accordance with the Regulations, Codes and Standards provided in the ePCI CONTRACT.
15.2 The COMPANY will contract with the CERTIFYING AGENT to provide
the FINAL CERTIFICATE for ITEMIZED FACILITIES and whole PROJECT. This will include certification of the Engineering, Procurement/ Fabrication, Installation/Construction, hook-up, Pre-commissioning (till dewatering) which will be done by ePCI CONTRACTOR and commissioning and Start-up Activities done by the COMPANY.
15.3 The ePCI CONTRACTOR will undertake to perform the works in

compliance with the required Codes and Standards, and the CERTIFYING AGENT's requirements. The ePCI CONTRACTOR may communicate directly with the CERTIFYING AGENT to supply the necessary data and request the necessary approvals for the WORKS provided always that copies of all correspondence (including DRAWINGS, DOCUMENTS, etc.) shall be simultaneously sent to the COMPANY.
15.4 The ePCI CONTRACTOR will provide all necessary DRAWINGS to the
CERTIFYING AGENT in a timely manner.
15.5 The CERTIFYING AGENT will work with the COMPANY and the ePCI
CONTRACTOR to define the certification requirements for the EQUIPMENT AND MATERIALS to be purchased by the ePCI CONTRACTOR. The ePCI CONTRACTOR will be responsible for preparing the resulting specifications for inclusion in its bid packages for the EQUIPMENT AND MATERIALS.
15.6 The CERTIFYING AGENT will regularly examine the PROJECT, its
EQUIPMENT AND MATERIALS for conformity with the ePCI CONTRACT and for damage and/or defects during fabrication, transportation, load-out, installation, hook-up, pre-commissioning, commissioning and start-up activities. In the event that the PROJECT and its EQUIPMENT AND MATERIALS fail to comply with the ePCI CONTRACT or have suffered damage and/or defects according to the results of an examination of the CERTIFYING AGENT, the ePCI CONTRACTOR undertakes to carry out the non-destructive examinations and other tests that are necessary to accurately assess the extent of the damage and the required repair. The process shall have no impact on cost to the COMPANY or on TIME FOR COMPLETION. CERTIFYING AGENT shall issue the CERTIFICATE OF SAFE OPERATION for the whole PROJECT upon satisfactory completion of the WORKS in accordance with the CONTRACT.
ARTICLE 16:
CONFIDENTIALITY
16.1 During and after execution of this CONTRACT, the CERTIFYING

AGENTBIDDER shall hold in strict confidence and not disclose to any third parties or use for any other purpose not related to the FRONTEND ENGINEERING DESIGN SERVICES CERTIFICATION SERVICES any information disclosed, directly or indirectly, to BIDDERthe CERTIFYING AGENT by the COMPANYPVGASPVGAS PMC or prepared for the COMPANYPVGASPVGAS PMC by the BIDDERCERTIFYING AGENT, or any information disclosed, directly or indirectly, to BIDDERthe CERTIFYING AGENT by the ePCI CONTRACTOR or fabricators, manufacturers, vendors during cooperation in accordance with Article 3 (Obligations of the Parties), except with COMPANY's PVGASPVGAS PMC's prior written approval.
16.2 At
PVGASPVGAS PMCCOMPANY's request, the CERTIFYING AGENTBIDDER shall return all such information to COMPANYPVGASPVGAS PMC and shall not retain any copies thereof. PMCCOMPANY's written approval prior to issuing any publicity releases or announcements regarding the PROJECT and/or the FRONTEND ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.
16.3 BIDDERThe CERTIFYING AGENT shall obtain the PVGASPVGAS
ARTICLE 17: 17.1 All
COMMUNICATIONS AND NOTICES
reports and correspondence between PVGASPVGAS PMCCOMPANY and CERTIFYING AGENTBIDDER or with any other party designated under the CONTRACT shall be in English. made in writing and shall be delivered in person or sent by postage pre-paid airmail or telex or fax to the addresses of the PARTIES as specified hereafter or to such other address as the intended recipient shall previously have designated by written notice to the other PARTY.
17.2 All notices required or contemplated under the CONTRACT shall be
Notice shall be effective: a) b) If delivered in person - at the time of delivery, If sent by telex or fax or D.H.L (or other similar courier delivery services) - at the time of receipt in normal hours of business day, If sent by airmail, 15 (fifteen) days after the date of mailing provided however that telex or fax is given in advance of the mailing important letters or DOCUMENTS.
c)
To the CERTIFYING AGENTBIDDER:
Address: Tel.: Fax: Attn:
________________________________ ________________________________ ________________________________ ________________________________
To the COMPANYPVGASPVGAS PMC:
PETROVIETNAM GAS PROJECT MANAGEMENT CONSULTANT CORPORATIONMPANY Address: Tel.: Fax: Attn: Address: Tel.: Fax: Attn: ________________________________ ________________________________ ________________________________ ________________________________ 101 Le Loi Str, Vung tau City, Vietnam +84.64.3834048 +84.64.3838211 +84.64.3838356 Mr. Vu Quoc Minh General Manager
The above addresses and contacts, if changed, shall be noticed to other Party in writing to be attached to the Contract.
ARTICLE 18:
ARBITRATION
18.1 Any disputes or discrepancies which may arise out of and in

connection with this CONTRACT shall be settled smoothly and amicable, based on the mutual benefit, and mutual understanding of the PARTIES by senior executives of the PARTIES.
18.2 In the event that the PARTIES fails to reach an amicable resolution
either PARTY may written notice refer the dispute to arbitration, in which case the dispute shall be determined in accordance with the rules of Conciliation and Arbitration of the International Chamber of Commerce and based on Law of S.R.Vietnam.
18.3 The Place of the arbitration shall be Vietnam International Arbitration

Centre (VIAC) at the Chamber of Commerce and Industry of Vietnam in Ha NoiHo Chi Minh, S.R. Vietnam.
18.4 All the documents and the proceedings of arbitration shall be in

English.
18.5 The decision of the arbitration shall be final and binding upon both
PARTIES.
18.6 All expenses in connection with the arbitration shall be decided by

the arbitrator.
18.7 Arbitration may be commenced prior to or after COMPLETION OF

SERVICES provided that the obligations of the COMPANYPVGASPVGAS PMC and CERTIFYING AGENTBIDDER shall not be altered by reason of the arbitration being conducted during the progress of the FRONTEND ENGINEERING DESIGN SERVICESCERTIFICATION SERVICES.
18.8 The Law of the CONTRACT shall be law of S.R. Vietnam. ARTICLE 19: GENERAL PROVISIONS
19.1 Entire CONTRACT: These Terms and Conditions and Appendices

attached hereto constitute the entire CONTRACT between the COMPANYPVGASPVGAS PMC and the CERTIFYING AGBIDDERENT. All previous documents, undertaking and agreements, written or otherwise, between the PARTIES are hereby canceled, except as the same may be made part of this CONTRACT in accordance with its terms, including the terms of Appendices.
19.2 Language: The language to be used for the performance of the

FRONT-END ENGINEERING SERVICES shall be English. DESIGN SERVICES CERTIFICATION
19.3 Except as otherwise expressly provided
in this CONTRACT, modifications or amendments to this CONTRACT must be in writing and executed by a duly authorized representative of both PARTIES.
19.4 In the event that any provision or all of this CONTRACT is held to be
void or unenforceable, the PARTIES will negotiate in good faith to replace such invalid or unenforceable provision by equitable valid and enforceable provisions which shall correspond as closely as possible to the original intentions of the PARTIES.
19.5 This CONTRACT is made in six (6) originals, two (2) of which is
retained by CERTIFYING AGENTBIDDER and four (4) of which is retained by COMPANYPVGASPVGAS PMC.
FOR PVGASPVGAS PMCCOMPANY
FOR CERTIFYING AGENTBIDDER

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PROJECT MANAGEMENT CONSULTANTBIDDER COVIETNAM OIL AND GAS GROUP PETROVIETNAM GAS CORPORATION

CONTRACRT No. /20092011/PVGASPVGAS PMC/DAK1MMTPAFEED-ITB-001KCM/LPG-DQ/D4CMP-CA DATED ______________

BETWEEN PETROVIETNAM GAS PROJECT MANAGEMENT BIDDER COMPANYCORPORATION

DUNG QUAT LPG STORAGE AND TRUCK LOADING STATION PROJECT

Part C Draft of Contract Page 2 of 34

Part C Draft of Contract Page 4 of 34

PREAMBLE This Contract is concluded on ____________, 201109 by and between:

2. <NAME OF BIDDERCERTIFICATION> Legally existing under the

Part C Draft of Contract Page 5 of 34

DEFINITIONS AND INTERPRETATION

CERTIFICATE OF COMPLETION OF SERVICES

CERTIFICATE OF SAFE OPERATION

Part C Draft of Contract Page 7 of 34

DAY or DAYSCONTRACT OR THIS CONTRACT

10. DRAWINGSDOC UMENTATION OR DOCUMENTS

11. EFFECTIVE DATEDRAWING S

12. BIDDEREFFECTI VE DATE 13. ePCI CONTRACT

20. MECHANICAL COMPLETION CERTIFICATE

21. PARTY or PARTIES

23. ITEMIZED FACILITIES 24. SITE

OBLIGATION OF THE PARTIES

A. CERTIFYING AGENTS BIDDERS OBLIGATIONS:

3.2 Certifying AgentBIDDERs Understanding of the PROJECT, the WORK,

3.5 Perform the SERVICE following the schedule as agreed in Appendix 6

3.6 The CERTIFYING AGENTBIDDER shall not be entitled to additional time

3.9 Information Given by COMPANY CERTIFYING AGENTBIDDER:

3.11 The CERTIFYING AGENTBIDDER shall begin rendering FRONT-END

Part C Draft of Contract Page 12 of 34

3.12 Unless otherwise agreed in writing by the COMPANY, CERTIFYING

3.13 The CERTIFYING AGENTBIDDER, at its own costs, is responsible for

3.14 The liability of the CERTIFYING AGENTBIDDER (including its officers,

3.15 Subject to Article 3.7,

3.18 CERTIFYING AGENTBIDDER, at his own costs, will be responsible for

3.19 Holiday leave and time for holiday of CERTIFYING AGENTSBIDDERS

Part C Draft of Contract Page 14 of 34

3.21 CERTIFYING AGENTBIDDER shall prepare 3 (three) copies of a

3.22 CERTIFYING AGENTBIDDER undertakes to perform the FRONT-END

3.24 The liability of tax:

Part C Draft of Contract Page 15 of 34

3.25 CERTIFYING AGENTBIDDER is responsible for issuing MECHANICAL

3.28 Subject to the agreed schedule between the COMPANYPVGAS and

3.29 At reasonable request of CERTIFYING AGENTBIDDER, COMPANY

3.31 COMPANY PVGAS shall be responsible to arrange licenses and

EFFECTIVE DATE AND COMPLETION OF CONTRACTCERTIFICATION SERVICES

4.1 The CONTRACT shall be effective on the date of signing by the

5.1 The personnel who are sent by CERTIFYING AGENTBIDDER in Vietnam

5.2 CERTIFYING AGENTBIDDER shall not replace their personnel whose

5.4 CERTIFYING AGENTBIDDER shall conform in all respects, including the

6.2 Governmental Taxes: as per Part A - Section II.3 Governmental

7.2 Only Agreement on

7.3 Prior to any

7.4 Following the receipt of CERTIFYING AGENTBIDDER's submission,

7.5 If COMPANY PVGASPVGAS PMC decides that the case FRONT-END

8.1 Within 30 (thirty) DAYS of the date of PVGASPVGAS PMCCOMPANYS

Part C Draft of Contract Page 19 of 34

8.2 Performance Bond (PB):

8.3 Payment for incomplete CERTIFICATION SERVICES will not be allowed,

8.4.7 Milestone 2 (after design appraisal):

MECHANICAL COMPLETION CERTIFICATE CERTIFYING AGENTby BIDDER (02 originals).

8.6 The currency applicable to the CONTRACT is United States Dollar.

Part C Draft of Contract Page 23 of 34

8.8 Telegraphic transfer shall make payments to the bank appointed by